“I’m proud of the progress we’ve made over the past year to reinvigorate
Pandora,” said Roger Lynch, CEO. “A year ago, we committed to drive
listener engagement through product innovation, expand our content, and
increase distribution partnerships. We also prioritized making our ad
tech capabilities a strategic advantage. And we executed. We launched
new products like Premium Access, delivering on-demand functionality and
improved listener engagement in our ad-supported tier; forged
partnerships with leading brands such as T-Mobile, AT&T, Comcast, and
Snap; and solidified our global leadership in digital audio advertising
with the acquisition of AdsWizz and the launch of our programmatic audio
marketplace.”

Continued Lynch, “Looking ahead, I couldn’t be more excited about
Pandora joining forces with SiriusXM. A combined Pandora-SiriusXM will
create the world’s largest audio entertainment company, bringing Pandora
additional resources to accelerate growth and building on SiriusXM’s
leadership in the car, subscription expertise, and unique content.”

Added CFO Naveen Chopra, “Our Q3 financial results, which exceeded both
revenue and adjusted EBITDA guidance, showed meaningful improvement.
Revenue growth accelerated, thanks to better monetization and a
fast-growing subscription business; gross margins are expanding as
evidenced by a 500 basis point sequential improvement in Q3; and we’re
operating more efficiently: we recorded a 300 basis point reduction in
operating expenses (excluding marketing and subscription commissions) as
a percentage of revenue. All of this puts us on track to significantly
improve cash flow and adjusted EBITDA next year and beyond.”

Third Quarter 2018 Financial Results & Highlights

SiriusXM Transaction: Pandora announced a definitive agreement
under which SiriusXM will acquire Pandora in an all-stock transaction
valued at approximately $3.5 billion at announcement. The combination
creates the world's largest audio entertainment company with more than
$7.0 billion in expected pro-forma revenue in 2018. Additionally, the
transaction will benefit the long-term growth potential of both
companies: by bolstering Pandora’s position in the car, through
co-marketing opportunities, leveraging SiriusXM’s exclusive content in
Pandora’s non-music content offerings, including the Podcasting Genome,
offering high-value bundled products, and improving SiriusXM’s position
in the home.

Strategic Partnerships: Pandora continues to close strategic
partnerships, announcing that SoundCloud will use Pandora as its
exclusive U.S. advertising and sales representation. This partnership
will increase Pandora’s advertising reach to over 100 million listeners
in the U.S. and highlights the ability of Pandora’s sales organization
and technology to help publishers better monetize their audiences.
Beginning in 2019, the agreement will enable advertisers and brands to
purchase SoundCloud’s U.S. ad inventory directly through Pandora,
leveraging Pandora’s direct sales capabilities, targeting data, and
recently-launched audio programmatic product. In addition, SoundCloud
entered into an agreement to use AdsWizz’s programmatic platform
globally.

Revenue Growth: For the third quarter of 2018, total consolidated
revenue was $417.6 million, an approximate 16% year-over-year increase
compared to the year-ago quarter (excluding Australia, New Zealand and
Ticketfly; and including AdsWizz, which was acquired in May 2018). This
included $291.9 million in advertising revenue and $125.8 million in
subscription revenue. Ad revenue grew approximately 6% year-over-year,
the first instance of year-over-year growth since Q3 2017. This was
driven by record monetization from high sell-through, the launch of new
innovative ad formats and a continued mix shift toward higher CPM
advertising products, as well as the inclusion of AdsWizz. Advertising
revenue also grew organically year-over-year, excluding the contribution
from Adswizz. Subscription revenue grew 49% year-over-year, driven by
approximately 1.6 million net new subscribers and higher ARPU due to the
growth of Pandora Premium.

Gross Profit and Margins Increase: For the third quarter, total
consolidated non-GAAP gross profit was $160.2 million (excluding
Australia, New Zealand and Ticketfly). This compared to $131.7 million
in the year-ago quarter. Non-GAAP gross profit margin increased by 500
basis points sequentially to 38% in the third quarter, driven by strong
advertising revenue and progress with label renewals. GAAP gross profit
was $156.1 million compared to $135.9 million in the year-ago quarter.

GAAP Net Loss and Adjusted EBITDA: For the third quarter of 2018,
GAAP net loss was $63.7 million or $0.27 per share. This compared to a
net loss of $66.2 million or $0.34 per share in the same quarter last
year. Our non-GAAP net loss was $15.5 million, or $0.06 per share. This
compared to $15.9 million net loss or $0.06 in the year-ago quarter.
Adjusted EBITDA was a loss of $3.9 million, compared to a loss of $5.3
million in the same quarter last year. This quarter included a
significant increase in year-over-year marketing spend. Non-GAAP
operating expenses (excluding app store commissions and marketing spend)
as percentage of revenue decreased by 300 basis points year-over-year.

Cash and Investments: For the third quarter of 2018, the Company
ended with $387.6 million in cash and investments, compared to $420.8
million at the end of the prior quarter.

Audience: Active users were 68.8 million at the end of the third
quarter of 2018, and total listener hours were 4.81 billion for the
third quarter of 2018. Pandora Plus and Pandora Premium subscribers were
approximately 6.8 million at the end of the third quarter of 2018, and
our Premium Access offering continues to show momentum, as over 32
million listeners have used Premium Access since its launch to date.

ABOUT PANDORA

Pandora is the world’s most powerful music discovery platform—a place
where artists find their fans and listeners find music they love. We are
driven by a single purpose: unleashing the infinite power of music by
connecting artists and fans, whether through earbuds, car speakers, or
anywhere fans want to experience it. Our team of highly trained
musicologists analyze hundreds of attributes for each recording which
powers our proprietary Music Genome Project®, delivering billions of
hours of personalized music tailored to the tastes of each music
listener, full of discovery, making artist/fan connections at
unprecedented scale. Founded by musicians, Pandora empowers artists with
valuable data and tools to help grow their careers and connect with
their fans.

This communication is being made in respect of the proposed merger
transaction involving Sirius XM Holdings Inc. (“Sirius”) and Pandora
Media, Inc. (“Pandora”). Sirius has filed a registration statement on
Form S-4 with the SEC, which includes a proxy statement of Pandora and a
prospectus of Sirius and each party will file other documents regarding
the proposed transaction with the SEC. Any definitive proxy
statement(s)/prospectus(es) will also be sent to the stockholders of
Pandora seeking any required stockholder approval. This communication
does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. Before
making any voting or investment decision, investors and stockholders of
Pandora are urged to carefully read the entire registration statement
that has been filed with the SEC and the definitive proxy
statement/prospectus, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements
to these documents, because they will contain important information
about the proposed transaction. The documents filed by Sirius and
Pandora with the SEC may be obtained free of charge at the SEC’s website
at www.sec.gov.
In addition, the documents filed by Sirius may be obtained free of
charge from Sirius at www.siriusxm.com,
and the documents filed by Pandora may be obtained free of charge from
Pandora at investor.pandora.com. Alternatively, these documents, when
available, can be obtained free of charge from Sirius upon written
request to Sirius,1290 Avenue of the Americas, 11th Floor, New York, New
York 10104, Attn: Investor Relations, or by calling (212) 584-5100, or
from Pandora upon written request to Pandora, 2100 Franklin Street,
Suite 700, Oakland, California 94612 Attn: Investor Relations or by
calling (510) 451-4100.

Sirius and Pandora and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Pandora in favor of the approval of
the merger. Information regarding Sirius’ directors and executive
officers is contained in Sirius’ Annual Report on Form 10-K for the year
ended December 31, 2017, its Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018 and June 30, 2018, its Proxy
Statement on Schedule 14A, dated April 23, 2018, and its Registration
Statement on S-4, dated October 31, 2018, which are filed with the SEC.
Information regarding Pandora’s directors and executive officers is
contained in Pandora’s Annual Report on Form 10-K for the year ended
December 31, 2017, its Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2018 and June 30, 2018 and its Proxy Statement
on Schedule 14A, dated April 10, 2018, which are filed with the SEC.
Additional information regarding the interests of those participants and
other persons who may be deemed participants in the transaction may be
obtained by reading the registration statement(s) and the proxy
statement(s)/prospectus(es) when they become available. Free copies of
these documents may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements about expected
revenue and adjusted EBITDA, the benefits to Pandora from the
acquisition of AdsWizz, future financial and operating results, our
plans, objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified by
words such as “will likely result,” “are expected to,” “will continue,”
“is anticipated,” “estimated,” “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many
of which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Sirius’ and Pandora’s
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: our operation in an emerging market and our
relatively new and evolving business model; our ability to estimate
revenue reserves; our ability to increase our listener base and listener
hours; our ability to attract and retain advertisers; our ability to
generate additional revenue on a cost-effective basis; our ability to
continue operating under existing laws and licensing regimes; our
ability to enter into and maintain commercially viable direct licenses
with record labels for the right to reproduce and publicly perform sound
recordings on our service; our ability to establish and maintain
relationships with makers of mobile devices, consumer electronic
products and automobiles; our ability to manage our growth and
geographic expansion; our ability to continue to innovate and keep pace
with changes in technology and our competitors; our ability to expand
our operations to delivery of non-music content; ability to meet the
closing conditions to the merger, including the approval of Pandora’s
stockholders on the expected terms and schedule and the risk that
regulatory approvals required for the merger are not obtained or are
obtained subject to conditions that are not anticipated; delay in
closing the merger; failure to realize the expected benefits from the
proposed transaction; risks related to disruption of management time
from ongoing business operations due to the proposed transaction;
Sirius’ or Pandora’s substantial competition, which is likely to
increase over time; Sirius’ or Pandora’s ability to retain subscribers
or increase the number of subscribers is uncertain; Sirius’ or Pandora’s
ability to profitably attract and retain subscribers; failing to protect
the security of the personal information about Sirius’ or Pandora’s
customers; interference to Sirius’ or Pandora’s service from wireless
operations; Sirius and Pandora engage in substantial marketing efforts
and the continued effectiveness of those efforts are an important part
of Sirius’ and Pandora’s business; consumer protection laws and their
enforcement; Sirius’ or Pandora’s failure to realize benefits of
acquisitions or other strategic initiatives; unfavorable outcomes of
pending or future litigation; the market for music rights, which is
changing and subject to uncertainties; Sirius’ dependence upon the auto
industry; general economic conditions; existing or future government
laws and regulations could harm Sirius’ or Pandora’s business; failure
of Sirius’ satellites would significantly damage its business; the
interruption or failure of Sirius’ or Pandora’s information technology
and communications systems; rapid technological and industry changes;
failure of third parties to perform; Sirius’ failure to comply with FCC
requirements; modifications to Sirius’ or Pandora’s business plan;
Sirius’ or Pandora’s indebtedness; Sirius’ studios, terrestrial repeater
networks, satellite uplink facilities or Sirius’ or Pandora’s other
ground facilities could be damaged by natural catastrophes or terrorist
activities; Sirius’ principal stockholder has significant influence over
its affairs and over actions requiring stockholder approval and its
interests may differ from interests of other holders of Sirius’ common
stock; Sirius is a “controlled company” within the meaning of the NASDAQ
listing rules; impairment of Sirius’ or Pandora’s business by
third-party intellectual property rights; changes to Sirius’ dividend
policies which could occur at any time; and risks related to the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures. The information set forth herein speaks
only as of the date hereof, and Sirius and Pandora disclaim any
intention or obligation to update any forward looking statements as a
result of developments occurring after the date of this communication.
Further information on these factors and other risks that may affect the
business are included in filings with the Securities and Exchange
Commission (SEC) from time to time, including under the heading “Risk
Factors” in our most recent reports on Form 10-K and Form 10-Q.

The financial information contained in this press release should be read
in conjunction with the consolidated financial statements and notes
thereto included in our most recent reports on Form 10-K and Form 10-Q,
each as they may be amended from time to time. Our results of operations
for the current period are not necessarily indicative of our operating
results for any future periods.

Non-GAAP Financial Measures: To supplement our condensed
consolidated financial statements, which are prepared and presented in
accordance with accounting principles generally accepted in the United
States ("GAAP"), the Company uses the following non-GAAP measures of
financial performance: non-GAAP gross profit, non-GAAP net loss,
non-GAAP basic and diluted net loss per common share, adjusted EBITDA,
non-GAAP product development, non-GAAP sales and marketing and non-GAAP
general and administrative. The presentation of this additional
financial information is not intended to be considered in isolation
from, as a substitute for, or superior to, the financial information
prepared and presented in accordance with GAAP. These non-GAAP measures
have limitations in that they do not reflect all of the amounts
associated with our results of operations as determined in accordance
with GAAP. In addition, these non-GAAP financial measures may be
different from the non-GAAP financial measures used by other companies.
These non-GAAP measures should only be used to evaluate our results of
operations in conjunction with the corresponding GAAP measures.
Management compensates for these limitations by reconciling these
non-GAAP financial measures to the most comparable GAAP financial
measures within our earnings releases.

Non-GAAP gross profit, non-GAAP net loss, non-GAAP basic and diluted net
loss per common share, non-GAAP product development, non-GAAP sales and
marketing and non-GAAP general and administrative differ from GAAP in
that they exclude stock-based compensation expense, intangible
amortization expense, amortization of non-recoupable ticketing contract
advances, expense associated with the restructurings, transaction costs,
loss on dispositions and loss on extinguishment of convertible debt. The
income tax effects of non-GAAP pre-tax loss have been reflected in
non-GAAP net loss and non-GAAP basic and diluted net loss per common
share.

Stock-based Compensation Expense: consists of expenses for stock
options, restricted stock units and other awards under our equity
incentive plans. Stock-based compensation is included in the following
cost and expense line items of our GAAP presentation: cost of
revenue—other, cost of revenue—ticketing service, product development,
sales and marketing and general and administrative.

Although stock-based compensation is an expense for the Company and is
viewed as a form of compensation, management excludes stock-based
compensation from our non-GAAP measures and adjusted EBITDA results for
purposes of evaluating our continuing operating performance primarily
because it is a non-cash expense not believed by management to be
reflective of our core business, ongoing operating results or future
outlook. In addition, the value of stock-based instruments is determined
using formulas that incorporate variables, such as market volatility,
that are beyond our control.

Provision for Income Taxes: consists of expense recognized
related to U.S. and foreign income taxes. The Company considers its
adjusted EBITDA results without these charges when evaluating its
ongoing performance because it is not believed by management to be
reflective of our core business, ongoing operating results or future
outlook.

Depreciation and Intangible Amortization Expense: consists of
non-cash charges that can be affected by the timing and magnitude of
business combinations and asset purchases. Depreciation and intangible
amortization expense is included in the following cost and expense line
items of our GAAP presentation: cost of revenue—other, cost of
revenue—ticketing service, product development, sales and marketing and
general and administrative. Depreciation and intangible amortization
expense also consists of non-cash amortization of non-recoupable amounts
paid in advance to the Company’s clients pursuant to ticketing
agreements. Amortization of non-recoupable ticketing contract advances
is included in the sales and marketing line of our GAAP presentation.
Management considers its operating results without intangible
amortization expense and amortization of non-recoupable ticketing
contract advances when evaluating its ongoing non-GAAP performance and
without depreciation, intangible amortization expense and amortization
of non-recoupable ticketing contract advances when evaluating its
ongoing adjusted EBITDA performance because these charges are non-cash
expenses that can be affected by the timing and magnitude of business
combinations, asset purchases and new client agreements and may not be
reflective of our core business, ongoing operating results or future
outlook.

Other Expense: consists primarily of interest expense related to
our Convertible Senior Notes and our Credit Facility. The Company
considers its adjusted EBITDA results without these charges when
evaluating its ongoing performance because it is not believed by
management to be reflective of our core business, ongoing operating
results or future outlook.

Expense Associated with the Restructurings:consists of employee-related
expense recognized in connection with the workforce reductions in the
first quarters of 2018 and 2017 and the restructuring in Australia and
New Zealand. These costs are included in the following cost and expense
line items of our GAAP presentation: cost of revenue—other, product
development, sales and marketing and general and administrative. This
also consists of professional fees recognized in connection with the
reorganization of the Company in the first quarters of 2017 and 2018,
which are included in the general and administrative line item of our
GAAP presentation. The Company considers its non-GAAP and adjusted
EBITDA results without these charges when evaluating its ongoing
performance because these charges are not believed by management to be
reflective of our core business, ongoing operating results or future
outlook.

Transaction Costs: consists of professional and legal fees
recognized during the period, primarily related to the potential Sirius
acquisition and the AdsWizz acquisition. These costs are included in the
general and administrative line item of our GAAP presentation. The
Company considers its non-GAAP and adjusted EBITDA results without these
charges when evaluating its ongoing performance because these charges
are not believed by management to be reflective of our core business,
ongoing operating results or future outlook.

Loss on Dispositions: consists of loss on dispositions recognized
during the period, primarily related to the Ticketfly disposition,
including the cancellation of the convertible promissory note
receivable. These amounts were calculated as the decrease in the fair
value less costs to sell for sales of our subsidiaries and were recorded
as loss on sales during the period. The Company considers its operating
results without these charges when evaluating its ongoing non-GAAP and
adjusted EBITDA results because these charges are not believed by
management to be reflective of our core business, ongoing operating
results or future outlook.

Loss on Extinguishment of Convertible Debt: consists of loss on
extinguishment of convertible debt recognized during the period. This
amount were calculated as the difference in the fair value and carrying
value of the convertible debt immediately prior to extinguishment and
was recorded as loss on extinguishment of convertible debt during the
period. The Company considers its operating results without these
charges when evaluating its ongoing non-GAAP and adjusted EBITDA results
because these charges are not believed by management to be reflective of
our core business, ongoing operating results or future outlook.

Income Tax Effects of Non-GAAP Pre-tax Loss: The Company adjusts
non-GAAP pre-tax net loss by considering the income tax effects of its
non-GAAP adjustments. The Company is currently forecasting a non-GAAP
effective tax rate of approximately 22% to 25% cumulatively for each
quarter and the full year 2018. However, the Company is not expected to
incur any material cash taxes due to its net operating loss position.

Management believes these non-GAAP financial measures and adjusted
EBITDA serve as useful metrics for our management and investors because
they enable a better understanding of the long-term performance of our
core business and facilitate comparisons of our operating results over
multiple periods and to those of peer companies, and when taken together
with the corresponding GAAP financial measures and our reconciliations,
enhance investors' overall understanding of our current financial
performance.

In the financial tables below, the Company provides a reconciliation of
the most comparable GAAP financial measure to the historical non-GAAP
financial measures used in this earnings release.

Pandora Media, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

Three months ended September 30,

Nine months ended September 30,

2017 (1)

2018 (1)

2017 (1)

2018 (1)

Revenue

Advertising

$

275,741

$

291,856

$

777,253

$

777,480

Subscription and other

84,414

125,772

218,192

344,175

Ticketing service

18,484

—

76,032

—

Total revenue

378,639

417,628

1,071,477

1,121,655

Cost of revenue

Cost of revenue—Content acquisition costs

204,222

222,191

587,517

666,631

Cost of revenue—Other (2)

27,287

39,308

80,259

98,884

Cost of revenue—Ticketing service (2)

11,269

—

50,397

—

Total cost of revenue

242,778

261,499

718,173

765,515

Gross profit

135,861

156,129

353,304

356,140

Gross margin

36

%

37

%

33

%

32

%

Operating expenses

Product development (2)

39,469

42,553

120,290

118,788

Sales and marketing (2)

107,588

124,760

378,581

374,351

General and administrative (2)

48,171

47,273

150,650

142,521

Goodwill impairment

—

—

131,997

—

Contract termination (benefit) fees

(423

)

—

23,044

—

Total operating expenses

194,805

214,586

804,562

635,660

Loss from operations

(58,944

)

(58,457

)

(451,258

)

(279,520

)

Interest expense

(7,592

)

(6,768

)

(22,377

)

(20,799

)

Other income, net

559

1,684

866

6,033

Total other expense, net

(7,033

)

(5,084

)

(21,511

)

(14,766

)

Loss before (provision for) benefit from income taxes

(65,977

)

(63,541

)

(472,769

)

(294,286

)

(Provision for) benefit from income taxes

(266

)

(125

)

(877

)

6,933

Net loss

(66,243

)

(63,666

)

(473,646

)

(287,353

)

Net loss available to common stockholders

$

(84,562

)

$

(71,251

)

$

(506,493

)

$

(309,774

)

Basic and diluted net loss per common share

$

(0.34

)

$

(0.27

)

$

(2.10

)

$

(1.19

)

Weighted-average basic and diluted common shares

245,810

268,058

241,579

260,327

(1) Includes results for Australia, New Zealand and Ticketfly, where
applicable

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